UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

(Mark One)

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|--------------------------------------------------------------------------------------|

For the fiscal year ended December 31, 2017

or

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|------------------------------------------------------------------------------------------|

For the transition period from ___________ to ___________

Commission file number: 001-36822

 

InfraREIT, Inc.

(Exact name of Registrant as specified in its charter)

 

 

| Maryland                                                         |   | 75-2952822                                |
|------------------------------------------------------------------|--------|-------------------------------------------|
| (State or Other Jurisdiction of 

Incorporation or Organization) |   | (I.R.S. Employer 

Identification Number) |
|                                                             |   |                                      |
| 1900 North Akard Street

Dallas, Texas                           |   | 75201                                     |
| (Address of Principal Executive Offices)                         |   | (Zip Code)                                |

(214) 855-6700

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

| Title of Class                          |   | Name of Each Exchange on Which Registered |
|-----------------------------------------|--------|-------------------------------------------|
| Common Stock, $0.01 par value per share |   | New York Stock Exchange                   |

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer |   | ☐                                                          |    | Accelerated filer         |   | ☒ |
|-------------------------|--------|------------------------------------------------------------------|--------------|---------------------------|--------|---------|
|                    |   |                                                             |         |                      |   |    |
| Non-accelerated filer   |   | ☐  (Do not check if a smaller reporting company) |    | Smaller reporting company |   | ☐ |
|                    |   |                                                             |         |                      |   |    |
|                    |   |                                                             |         | Emerging growth company   |   | ☒ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

As of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of Common Stock held by non-affiliates of the registrant was $638.8 million based on the last sales price on June 30, 2017 on the New York Stock Exchange of $19.15 for the registrant’s Common Stock. 

As of February 23, 2018, 43,796,915 shares of common stock were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the registrant’s 2018 Annual Meeting of Stockholders to be held May 16, 2018 are incorporated in Part III of this Annual Report on Form 10-K.

 

 

 

----

EXPLANATORY NOTE

InfraREIT, Inc. (the Company) is filing this Amendment No. 1 on Form 10-K/A (Amended Filing) to amend its Annual Report on Form 10-K for the year ended December 31, 2017 filed with the U.S. Securities and Exchange Commission (SEC) on March 5, 2018 (Original Filing). This Amended Filing is being filed solely to include the consolidated financial statements of Sharyland Utilities, L.P. (Sharyland), the Company’s sole tenant, in Item 15 of Part IV in accordance with Section 2340 of the SEC Financial Reporting Manual. Because the Company’s assets are leased to Sharyland under triple-net leases that transfer substantially all operating costs to Sharyland, financial information about Sharyland may be relevant to investors. Sharyland’s financial statements were provided to the Company by Sharyland, and the Company did not participate in their preparation or review.

Item 15 of Part IV is the only portion of the Original Filing being amended by this Amended Filing. Accordingly, except as described above and specifically noted in the exhibit list below, this Amended Filing does not otherwise update any exhibits as originally filed and does not, and does not purport to, update or restate the information in any other Item of the Original Filing or otherwise reflect events that occurred after the filing date of the Original Filing.

PART IV

| Item 15. | Exhibits, Financial Statement Schedules |
|----------|-----------------------------------------|

(a) Documents filed as part of report on Form 10-K

1. Financial Statements

The financial statements were previously filed with the Original Filing.

2. Financial Statement Schedules

The financial statements were previously filed with the Original Filing.

3. Exhibits

 

| ExhibitNumber |   |    |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                     |
|---------------|--------|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1           |   | — |   | Merger and Transaction Agreement dated as of January 29, 2015 among InfraREIT, L.L.C., InfraREIT, Inc. and InfraREIT Partners, LP (filed as exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 29, 2015 and filed February 4, 2015 and incorporated herein by reference).                                                                                                                              |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2.2***        |   | — |   | Agreement and Plan of Merger, dated as of July 21, 2017, by and among Sharyland Distribution & Transmission Services, L.L.C., Sharyland Utilities, L.P., SU AssetCo, L.L.C., Oncor Electric Delivery Company LLC and Oncor AssetCo LLC (filed as exhibit 2.1 to the Company’s Current Report on Form 8-K dated July 21, 2017 and incorporated herein by reference).                                                   |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2.3           |   | — |   | Amendment to Merger Agreement, dated as of November 9, 2017, among Sharyland Distribution & Transmission Services, L.L.C., SDTS AssetCo, L.L.C., Sharyland Utilities, L.P., SU AssetCo, L.L.C., Oncor Electric Delivery Company LLC and Oncor AssetCo LLC (filed as exhibit 2.2 to the Company’s Current Report on Form 8-K dated November 9, 2017 and filed November 16, 2017 and incorporated herein by reference). |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.1           |   | — |   | Articles of Restatement of the Registrant (filed as exhibit 3.3 to the Company’s Current Report on Form 8-K dated March 9, 2015 and filed March 10, 2015 and incorporated herein by reference).                                                                                                                                                                                                                           |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.2           |   | — |   | Amended and Restated Bylaws of the Registrant (filed as exhibit 3.5 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                                                                                |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.1           |   | — |   | Form of Certificate of Common Stock of Registrant (filed as exhibit 4.1 to Amendment No. 3 of the Company’s Registration Statement on Form S-11 filed January 20, 2015 and incorporated herein by reference).                                                                                                                                                                                                             |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1          |   | — |   | Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP, dated as of March 10, 2015, among the Registrant, Hunt-InfraREIT, L.L.C. and the other persons whose names are set forth on the partner registry as limited partners (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 9, 2015 and filed March 10, 2015 and incorporated herein by reference).        |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2          |   | — |   | Third Amended and Restated Company Agreement of Sharyland Distribution & Transmission Services, L.L.C., dated as of January 29, 2015, between Sharyland Utilities, L.P. and Transmission and Distribution Company, L.L.C. (filed as exhibit 10.11 to the Company’s Current Report on Form 8-K dated January 29, 2015 and filed February 4, 2015 and incorporated herein by reference).                                |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |

1

----

| ExhibitNumber |   |    |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------------|--------|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.3          |   | — |   | Delegation Agreement, dated as of January 29, 2015, between the Registrant and Sharyland Utilities, L.P. (filed as exhibit 10.12 to the Company’s Current Report on Form 8-K dated January 29, 2015 and filed February 4, 2015 and incorporated herein by reference).                                                                                                                                                                                             |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.4          |   | — |   | Development Agreement, dated as of January 29, 2015, among the Registrant, InfraREIT Partners, LP, Hunt-InfraREIT, L.L.C. and Hunt Transmission Services, L.L.C. (filed as exhibit 10.7 to the Company’s Current Report on Form 8-K dated January 29, 2015 and filed February 4, 2015 and incorporated herein by reference).                                                                                                                                      |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.5          |   | — |   | First Amendment to Development Agreement, dated November 9, 2017, among Hunt Transmission Services, L.L.C., Sharyland Utilities, L.P., InfraREIT Partners, LP and InfraREIT, Inc. (filed as exhibit 10.9 to the Company’s Current Report on Form 8-K dated November 9, 2017 and filed November 16, 2017 and incorporated herein by reference).                                                                                                                    |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.6          |   | — |   | Management Agreement, dated as of January 29, 2015, among the Registrant, InfraREIT Partners, LP and Hunt Utility Services, L.L.C. (filed as exhibit 10.8 to the Company’s Current Report on Form 8-K dated January 29, 2015 and filed February 4, 2015 and incorporated herein by reference).                                                                                                                                                                    |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.7          |   | — |   | Letter Agreement, dated as of July 21, 2017, by and between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P. (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 21, 2017 and filed July 24, 2017 and incorporated herein by reference).                                                                                                                                                        |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.8          |   | — |   | Third Amended and Restated Master System Lease Agreement (McAllen Lease), dated December 1, 2014, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P. (filed as exhibit 10.7 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                  |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.9          |   | — |   | First Amendment to Third Amended and Restated Master System Lease Agreement (McAllen Lease), dated November 9, 2017, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P. (filed as exhibit 10.5 to the Company’s Current Report on Form 8-K dated November 9, 2017 and filed November 16, 2017 and incorporated herein by reference).                                                                                |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.10*        |   | — |   | Fifteenth Amended and Restated Rent Supplement (McAllen Lease), dated February 28, 2018, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P.                                                                                                                                                                                                                                                                               |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.11         |   | — |   | Third Amended and Restated Lease Agreement (Stanton Transmission Loop Lease), dated December 1, 2014, between SDTS FERC, L.L.C. (predecessor in interest to Sharyland Distribution & Transmission Services, L.L.C.) and SU FERC, L.L.C. (predecessor in interest to Sharyland Utilities, L.P.) (filed as exhibit 10.11 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference). |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.12         |   | — |   | First Amendment to Third Amended and Restated Lease Agreement (Stanton Transmission Loop Lease), dated November 9, 2017, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P. (filed as exhibit 10.7 to the Company’s Current Report on Form 8-K dated November 9, 2017 and filed November 16, 2017 and incorporated herein by reference).                                                                            |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.13         |   | — |   | Fourth Amended and Restated Rent Supplement (Stanton Transmission Loop Lease), dated January 1, 2015, between SDTS FERC, L.L.C. (predecessor in interest to Sharyland Distribution & Transmission Services, L.L.C.) and SU FERC, L.L.C. (predecessor in interest to Sharyland Utilities, L.P.) (filed as exhibit 10.12 to Amendment No. 3 to the Company’s Registration Statement on Form S-11 filed January 20, 2015 and incorporated herein by reference).  |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.14         |   | — |   | Lease Agreement (ERCOT Transmission Lease), dated December 1, 2014, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P. (filed as exhibit 10.15 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                               |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.15         |   | — |   | First Amendment to Lease Agreement (ERCOT Transmission Lease) and Seventh Amended and Restated Rent Supplement, dated November 9, 2017, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P. (filed as exhibit 10.8 to the Company’s Current Report on Form 8-K dated November 9, 2017 and filed November 16, 2017 and incorporated herein by reference).                                                             |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.16*        |   | — |   | Ninth Amended and Restated Rent Supplement (ERCOT Transmission Lease), dated February 28, 2018, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P.                                                                                                                                                                                                                                                                        |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

2

----

| ExhibitNumber |   |    |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------------|--------|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.17         |   | — |   | Fourth Amended and Restated CREZ Lease Agreement, dated November 9, 2017, among Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P. (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 9, 2017 and filed November 16, 2017 and incorporated herein by reference).                                                                                                                                                                                             |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.18*        |   | — |   | Thirteenth Amended and Restated Rent Supplement (CREZ Lease), dated February 28, 2018, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P.                                                                                                                                                                                                                                                                                                                                                 |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.19         |   | — |   | Permian Lease Agreement, dated December 31, 2017, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P. (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 31, 2017 and filed January 5, 2018 and incorporated herein by reference).                                                                                                                                                                                                                    |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.20*        |   | — |   | First Amended and Restated Rent Supplement (Permian Lease), dated February 28, 2018, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P.                                                                                                                                                                                                                                                                                                                                                   |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.21         |   | — |   | Third Amended and Restated Credit Agreement, dated December 10, 2014 (SDTS Credit Agreement), among Sharyland Distribution & Transmission Services, L.L.C., the several lenders from time to time parties thereto and Royal Bank of Canada, as administrative agent (filed as exhibit 10.17 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                            |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.22         |   | — |   | First Amendment, Direction and Consent, dated September 25, 2015, to the SDTS Credit Agreement (filed as exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and filed on November 6, 2015 and incorporated herein by reference).                                                                                                                                                                                                                                                |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.23         |   | — |   | Second Amendment to Credit Agreement, Direction and Waiver, dated November 1, 2017, to the SDTS Credit Agreement (filed as exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and filed on November 2, 2017 and incorporated herein by reference).                                                                                                                                                                                                                              |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.24         |   | — |   | Term Loan Credit Agreement, dated as of June 5, 2017 (Term Loan Agreement), among Sharyland Distribution & Transmission Services, L.L.C., the several lenders from time to time parties thereto and Canadian Imperial Bank of Commerce, New York Branch, as administrative agent (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 5, 2017 and filed June 6, 2017 and incorporated herein by reference).                                                                                          |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.25         |   | — |   | Amendment to Credit Agreement, Direction and Waiver, dated November 1, 2017, to the Term Loan Agreement (filed as exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and filed on November 2, 2017 and incorporated herein by reference).                                                                                                                                                                                                                                       |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.26         |   | — |   | Amended and Restated Credit Agreement, dated as of December 3, 2015 (2015 Credit Agreement), among Sharyland Projects, L.L.C. (predecessor in interest to Sharyland Distribution & Transmission Services, L.L.C.) and The Prudential Insurance Company of America, Pruco Life Insurance Company of New Jersey and Prudential Annuities Life Assurance Corporation (filed as exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 3, 2015 and filed December 4, 2015 and incorporated herein by reference). |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.27         |   | — |   | First Amendment to Amended and Restated Credit Agreement, Direction and Waiver, dated November 1, 2017, to the 2015 Credit Agreement (filed as exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and filed on November 2, 2017 and incorporated herein by reference).                                                                                                                                                                                                          |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.28         |   | — |   | Credit Agreement, dated December 10, 2014, among InfraREIT Partners, LP, Bank of America, N.A., as administrative agent and L/C issuer and the other lenders party thereto (filed as exhibit 10.23 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                                                         |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.29         |   | — |   | Amended and Restated Note Purchase Agreement, dated July 13, 2010 (2010 SDTS NPA), between Sharyland Distribution & Transmission Services, L.L.C. and The Prudential Insurance Company of America (filed as exhibit 10.24 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                              |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.30         |   | — |   | First Amendment, dated June 9, 2011, to the 2010 SDTS NPA (filed as exhibit 10.25 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                          |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.31         |   | — |   | Second Amendment, dated October 15, 2013, to the 2010 SDTS NPA (filed as exhibit 10.26 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                     |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.32         |   | — |   | Third Amendment, Direction and Waiver, dated December 10, 2014, to the 2010 SDTS NPA (filed as exhibit 10.27 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                                                                                                                                               |

3

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| ExhibitNumber |   |    |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                              |
|---------------|--------|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.33         |   | — |   | Fourth Amendment, dated as of September 28, 2015, to the 2010 SDTS NPA (filed as exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and filed on November 6, 2015 and incorporated herein by reference).                                                                                                                                                                         |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.34         |   | — |   | Fifth Amendment to Note Purchase Agreement, Direction and Waiver, dated November 1, 2017, to the 2010 SDTS NPA (filed as exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and filed on November 2, 2017 and incorporated herein by reference).                                                                                                                                 |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.35         |   | — |   | Amended and Restated Note Purchase Agreement, dated July 13, 2010 (TDC NPA), among Transmission and Distribution Company, L.L.C., The Prudential Insurance Company of America, PRUCO Life Insurance Company and Prudential Retirement Insurance and Annuity Company (filed as exhibit 10.28 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference). |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.36         |   | — |   | First Amendment, dated June 9, 2011, to the TDC NPA (filed as exhibit 10.29 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                                                                                 |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.37         |   | — |   | Second Amendment, dated December 10, 2014, to the TDC NPA (filed as exhibit 10.30 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                                                                           |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.38         |   | — |   | Third Amendment, dated February 19, 2016, to the TDC NPA (filed as exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and filed on March 3, 2016 and incorporated herein by reference).                                                                                                                                                                                                |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.39         |   | — |   | Amended and Restated Note Purchase Agreement, dated September 14, 2010 (2009 SDTS NPA), among Sharyland Distribution & Transmission Services, L.L.C., The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company (filed as exhibit 10.31 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).       |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.40         |   | — |   | First Amendment, dated June 9, 2011, to the 2009 SDTS NPA (filed as exhibit 10.32 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                                                                           |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.41         |   | — |   | Second Amendment, dated October 15, 2013, to the 2009 SDTS NPA (filed as exhibit 10.33 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                                                                      |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.42         |   | — |   | Third Amendment, Direction and Waiver, dated December 10, 2014, to the 2009 SDTS NPA (filed as exhibit 10.34 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                                                |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.43         |   | — |   | Fourth Amendment, dated as of September 28, 2015, to the 2009 SDTS NPA (filed as exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and filed on November 6, 2015 and incorporated herein by reference).                                                                                                                                                                         |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.44         |   | — |   | Fifth Amendment to Note Purchase Agreement, Direction and Waiver, dated November 1, 2017, to the 2009 SDTS NPA (filed as exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and filed on November 2, 2017 and incorporated herein by reference).                                                                                                                                 |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.45         |   | — |   | Note Purchase Agreement, dated as of December 3, 2015, among Sharyland Distribution & Transmission Services, L.L.C. and the purchasers listed in Schedule B thereto (filed as exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 3, 2015 and filed on December 4, 2015 and incorporated herein by reference).                                                                                             |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.46         |   | — |   | Amendment to Note Purchase Agreement, Direction and Waiver, dated November 1, 2017, to the 2009 SDTS NPA (filed as exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and filed on November 2, 2017 and incorporated herein by reference).                                                                                                                                       |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.47         |   | — |   | InfraREIT, Inc. Second Amended and Restated Registration Rights and Lock-Up Agreement (Registration Rights Agreement), dated as of March 1, 2016, among the Registrant and each of the persons listed on Schedule A thereto (filed as exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and filed on March 3, 2016 and incorporated herein by reference).                             |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.48*        |   | — |   | First Amendment to Registration Rights Agreement, dated as of February 28, 2018, among the Registrant, Hunt Transmission Services, L.L.C. and Electricity Participant Partnership, LLC.                                                                                                                                                                                                                                                  |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.49         |   | — |   | Lock-Up Agreement, dated as of January 29, 2015, among the Registrant, InfraREIT Partners, LP, Hunt-InfraREIT, L.L.C. and Hunt Consolidated, Inc. (filed as exhibit 10.10 to the Company’s Current Report on Form 8-K dated January 29, 2015 and filed February 4, 2015 and incorporated herein by reference).                                                                                                                     |

4

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| ExhibitNumber |   |    |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|---------------|--------|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.50         |   | — |   | License Agreement, dated November 23, 2010, between Hunt Utility Services, LLC (formerly known as Energy Infrastructure Alliance of America, L.L.C.), InfraREIT, L.L.C. (formerly known as Electric Infrastructure Alliance of America, L.L.C.) and InfraREIT Partners, LP (formerly known as Electric Infrastructure Alliance of America, L.P.) (filed as exhibit 10.37 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).       |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.51         |   | — |   | Intellectual Property Assignment Agreement, dated December 1, 2014, between the Registrant and Hunt Utility Services, LLC (formerly known as InfraREIT Capital Partners, LLC) (filed as exhibit 10.38 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                                          |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.52+        |   | — |   | Form of Director and Officer Indemnification Agreement (filed as exhibit 10.39 to Amendment No. 3 to the Company’s Registration Statement on Form S-11 filed January 20, 2015 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                  |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.53         |   | — |   | General Release Agreement, dated as of January 29, 2015, among the Registrant, InfraREIT, L.L.C., InfraREIT Partners, LP, Hunt Transmission Services, L.L.C., Marubeni Corporation, John Hancock Life Insurance Company (U.S.A.), OpTrust Infrastructure N.A. Inc., OpTrust N.A. Holdings Trust and Teachers Insurance and Annuity Association of America (filed as exhibit 10.6 to the Company’s Current Report on Form 8-K dated January 29, 2015 and filed February 4, 2015 and incorporated herein by reference). |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.54+        |   | — |   | InfraREIT, Inc. 2015 Equity Incentive Plan (filed as exhibit 10.47 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                             |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.55+        |   | — |   | Form of Restricted Stock Unit Agreement (filed as exhibit 10.48 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and filed on March 3, 2016 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                    |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.56+        |   | — |   | Form of InfraREIT Partners, LP LTIP Unit Award Agreement (filed as exhibit 10.49 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and filed on March 3, 2016 and incorporated herein by reference).                                                                                                                                                                                                                                                                                   |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.57+        |   | — |   | InfraREIT, Inc. 2015 Non-Qualified Employee Stock Purchase Plan (filed as exhibit 10.49 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and filed on March 18, 2015 and incorporated herein by reference).                                                                                                                                                                                                                                                                           |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 21.1*         |   | — |   | List of Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 23.1*         |   | — |   | Consent of Ernst & Young LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 23.2**        |   | — |   | Consent of Ernst & Young LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 31.1*         |   | — |   | Rule 13A-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 31.2*         |   | — |   | Rule 13A-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 31.3**        |   | — |   | Rule 13A-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 31.4**        |   | — |   | Rule 13A-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.1*         |   | — |   | Section 1350 Certification of Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.2*         |   | — |   | Section 1350 Certification of Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.3**        |   | — |   | Section 1350 Certification of Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.4**        |   | — |   | Section 1350 Certification of Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.1**        |   | — |   | Consolidated Financial Statements of Sharyland Utilities, L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.2**        |   | — |   | Supplemental Financial Information of Sharyland Utilities, L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 101.INS*      |   | — |   | XBRL Instance Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 101.SCH*      |   | — |   | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 101.CAL*      |   | — |   | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 101.DEF*      |   | — |   | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 101.LAB*      |   | — |   | XBRL Taxonomy Extension Labels Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|          |   |    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 101.PRE*      |   | — |   | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

5

----

 

| + | As required by Item 15(a)(3), this exhibit is identified as a management contract or compensatory plan or arrangement. |
|---|------------------------------------------------------------------------------------------------------------------------|

| * | Incorporated by reference to the corresponding exhibit to the Original Filing. |
|---|--------------------------------------------------------------------------------|

| ** | Filed or furnished with this Amended Filing. |
|----|----------------------------------------------|

| *** | Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

 

6

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SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|                 | InfraREIT, Inc.                                   |
|----------------------|---------------------------------------------------|
|                 | (Registrant)                                      |
|                 |                                              |
|                 | /s/ Brant Meleski                                 |
|                 | Brant Meleski                                     |
| Date: March 12, 2018 | Senior Vice President and Chief Financial Officer |

 

 

7